TFI International Agrees to Acquire UPS FreightJanuary 25, 2021

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Caution Concerning Forward-Looking Statements

Forward-Looking Statements

This presentation contains “forward-looking statements” within the meaning of the applicable Canadian securities laws, Section 27A of the United

States Securitas Act of 1933, as amended, and Section 21E of the United States Securities Exchange Act of 1934, as amended, and such statements

are subject to the safe harbor created by those sections and by the United States Private Securities Litigation Reform Act of 1995, as amended. These

forward-looking statements are generally identified by the use of forward-looking terminology, including the terms “may”, “might”, “expect”, “intend”,

“estimate”, “anticipate”, “plan”, “foresee”, “believe”, “to its knowledge”, “could”, “design”, “forecast”, “goal”, “hope”, “intend”, “likely”, “predict”, “project”,

“seek”, “should”, “target”, “will”, “would” or “continue”, and, in each case, their negative or other various or comparable terminology. All statements other

than statements of historical facts contained in this presentation, including statements regarding the Company’s strategy, future operations, future

financial position, future revenue, projected costs, prospects, plans, objectives of management, the acquisition of UPS Freight, anticipated closing

thereof, and the anticipated benefits therefrom, and expected market growth are forward-looking statements. These statements involve known and

unknown risks, uncertainties and other important factors that may cause the Company’s actual results, performance or achievements to be materially

different from any future results, performance or achievements expressed or implied by the forward-looking statements. These forward-looking

statements reflect the Company’s views with respect to future events as of the date of this presentation and are based on assumptions and subject to

risks and uncertainties. Given these uncertainties, you should not place undue reliance on these forward-looking statements. These forward-looking

statements represent the Company’s estimates and assumptions only as of the date of this presentation and, except as required by law, the Company

undertakes no obligation to update or review publicly any forward-looking statements, whether as a result of new information, future events or otherwise

after the date of this presentation. You should read this presentation with the understanding that the Company’s actual future results may be materially

different from what it expects as a result of various factors, many of which are beyond the Company’s control, including but not limited to, the failure to

fulfill customary closing conditions and other important factors disclosed previously and from time to time in the Company’s filings with the securities

regulatory authorities in each of the provinces of Canada and the United States Securities and Exchange Commission. The Company qualifies all of its

forward-looking statements by these cautionary statements.

Non-IFRS Financial Measures

This presentation also contains references to non-IFRS financial measures, including Adjusted Operating Ratio. For the purposes of this presentation,

although not indicated elsewhere, the following non-IFRS financial measures are all resulting, and should be interpreted as being, from continuing

operations. Management believes the use of non-IFRS measures assists investors and securities analysts in understanding the ongoing operating

performance of the Company’s business by allowing more effective comparison between periods. The non-IFRS information provided in this

presentation is used by management and may not be comparable to similar measures disclosed by other companies. The non-IFRS measures used in

this presentation have limitations as analytical tools, and you should not consider them in isolation or as substitutes for analysis of the Company’s

results as reported under IFRS. Management compensates for these limitations by relying primarily on IFRS results and using non-IFRS financial

measures on a supplemental basis. This information has been prepared by the Company’s management for illustrative purposes only and is not

necessarily indicative of the consolidated financial position or results of operations that would have bene realized, nor is it meant to be indicative of any

future consolidated financial position or future results of operations. Refer to the Appendix section for definition of Adjusted Operating Ratio and

reconciliation of such measure to the most directly comparable IFRS measure.

Note:1. 7,940 owned or leased; 10,559 are independent contractors

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TFI International: Who We Are

Diversified:Package & Courier,

Less-Than-Truckload, Truckload and

Logistics

Full service:Transport and

logistics

A North American Leader:

Operations across U.S., Canada and

Mexico

Extensive Network:

368 facilities,18,499 tractors1,25,720 trailers

Decentralized, entrepreneurial

management approach

16,754employees,of which 8,432

are drivers

Management team with extensive industry experience leading to a strong corporate culture

that is relentlessly focused on operational excellence

Proven history of acquiring best-in-class assets driving near-term and long-term value creation

– Management will continue its acquisition strategy to complement its current service offering

Unmatched free cash flow generation allowing for prudent capital allocation that results in

significant growth opportunities and robust return on equity

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Key TFI Investment Highlights

The Company’s strong record of growth provides a great foundation for future success

One of the market leaders in key transportation and logistics segments

Best-in-class capital return program that has driven substantial value for shareholders

Well-positioned to take advantage of E-Commerce growth trends

Robust balance sheet with significant flexibility and access to capital to drive substantial

future growth

Supportive macroeconomic tailwinds

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Key Transaction Terms

Notes:1. Based on enterprise value on a cash-free and debt-free basis, before working capital and other adjustments that currently include an estimated $44 million increase in respect of net liabilities to be retained by UPS

PurchasePrice

Transaction Structure and

Financing

Expected Earnings Accretion

Closing

Expected Financial Leverage

Integration De-Risking

• Purchase price of US$800MM Enterprise Value before adjustments (1)

• Attractive price point for high quality assets, in line with reported book value

• All cash consideration

• To be financed through available liquidity – cash on hand and availability under revolving facilities

• The transaction is expected to be accretive to diluted EPS in 2021 and substantially accretive over time

• The transaction has been unanimously approved by the boards of both TFI and UPS and is expected to close in

Q2’2021

• The transaction is subject to usual and customary closing conditions, including regulatory compliance

• Pro forma TFI leverage of approximately 2.0x – 2.25x at the time of closing

• LTL operation to run independently under existing management, with clear accountability under TFI’s disciplined model

• Dedicated TL to run under TFI’s Truckload group

• Existing freight relationship with parent company to continue for a 5 year base term

• UPS to provide IT, back office, and other support for up to 3 years, minimizing systems disruption

• UPS to retain pre-closing pension, workers’ comp and auto liabilities

• Non-union employees are moved from defined benefit to defined contribution pension plan at closing

• Union employees do not participate in any union multi-employer pension plan

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Key Transaction Highlights

Key Highlights

Acquisition of UPS Freight (“UPSF”) represents an opportunity to greatly expand TFI’s US LTL presence

Attractive pro forma financial profile, expected to be immediately accretive to TFI’s Diluted EPS and Operating

Cash Flow

Substantial longer-term profitability benefits expected via operational initiatives including yield enhancements,

efficiency improvements, and streamlined cost structure

Combines businesses with highly complementary capabilities, including TFI’s industry-leading efficiency and

UPSF’s strong existing U.S.-based network

UPSF LTL business will operate independently within TFI’s existing LTL business segment under the new

name “TForce Freight”

Less-Than-Truckload (“LTL”)80%

Dedicated Truckload (“TL”)8%

Ground with Freight Pricing (“GFP”)12%

Leading Nationwide LTL Carrier in the U.S.

UPS Freight Snapshot

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• One of the leading LTL providers in North America with revenues of ~US$3bn and ~14,500 employees

• Known for coverage, reliability, service quality and flexibility

• Breadth of customized integrated services and unmatched solutions across regional, interregional and long-haul ground transportation

• One network that handles regional, interregional and long-haul, all with one pickup

• Expansive real estate portfolio strategically located across the country with substantial value

• Highly diversified customer base serving multiple, growing industries

• Long standing relationships with service-sensitive blue chip customer base

• In the early innings of a profitability improvement project, showing promising initial results

Company Overview Blue-Chip Customer Base

Revenue by Segment(1) Revenue by Geography(1)

U.S.99%

Export from Canada to the U.S.1%

Mexico0%

Source: Company Information

Note:1. Based on 2019 actual results.

Comprehensive and Integrated Set of Solutions

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Segment

Key

Highlights

Value

Proposition

• Regional, interregional & long-haul service, all with one

pickup

• Complete coverage to and from Canada and Mexico with

door-to-door visibility

• Reliable service backed by on-time guarantee at no

additional charge

Less-Than-Truckload (“LTL”)

LTL Shipments

(Palletized & Non-Palletized; Up to 20,000 lbs.)

• Long-term, strategic partnership rather than commoditized capacity

• High-value-add, networked business

• Vast network reach to help customer business growth and success throughout the U.S., and to/from Canada and Mexico

• Unique service allowing customers to ship through the UPS small package parcel network while enjoying LTL pricing structure

• Cost-efficient and high-margin business model with an attractive growth profile

• Recognized for superior on-time delivery

Ground With Freight Pricing (“GFP”)

• Only LTL carrier to offer ground delivery service at LTL pricing

• Eliminates need for pallets and is ideal for multiple-package shipments that are less-than-pallet load

• Popular option due to cost efficiency and superior service

Multiple-Package Shipments

(Non-Palletized; >150 lbs.)

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Extensive and Strategic Complementary Platform

• Vast network spread across the country in

uniquely located locations

‒ >26,500 1-and 2-day lanes between

metropolitan statistical areas

‒ Cross-continent four-day service

• 197 terminals, including 21 hubs

‒ 147 owned terminals, 50 leased

‒ Over 10,500 doors

‒ ~4.8mm sq. feet

• Strategic ownership of large fleet of assets will

benefit TFI and its customers

‒ ~5,400 LTL tractors

‒ ~935 TL tractors

‒ ~21,800 LTL trailers

‒ ~1,660 TL trailers

Combined LTL Networks in the United States and Canada Projected to Provide Leading North American

Coverage, Accelerating Industrial and E-commerce Growth Opportunities

UPSF Network & Fleet HighlightsBroad-Based, Optimized Footprint

TFI LTL Sites

UPSF Owned Sites

UPSF Leased Sites

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UPSF Network to Supplement TFI’s Existing LTL Platform…

…To Create One of the Leading LTL Platforms in North America

38 Total Terminals

886 Total Vehicles

~14.5k Employees

197 Total Terminals

6,340 Total Vehicles

~2.4k Employees ~16.9k Employees

235 Total Terminals

7,226 Total Vehicles

Source: Company Filings and MaterialsNote: Tractor figures includes both leased and owned assets. Total employee count includes employees and excludes owner-operators. Total vehicles for TFI represents Q3 2020 average count for the Company’s LTL segment.

LTL Segment

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Compelling Strategic Rationale

• Combination Creating One of the

Industry's Leading LTL North American

Players

Premier U.S. LTL network complementing our leading position in Canada, our

cross-border Mexico capability, and our momentum in e-commerce distribution

• Expansive Portfolio of Solutions

& Services Comprehensive service offerings across LTL and the Ground Freight Pricing

(GFP) segment complementing TFI’s diversified capabilities

• Coast-to-Coast Optimized Network Expansive real estate portfolio strategically located across the country with

substantial strategic value for TFI’s growth agenda

• Comprehensive Suite of Technologies

to Drive Productivity Opportunity to utilize TFI and UPS Freight’s ability to design industry-leading

customer facing technologies

• Strong and Diversified Customer Base Complementary customer portfolios comprised of long standing relationships

with blue chip customers

Highly diversified pro forma customer base across multiple industries

• Opportunity to Continue UPS Freight’s

Successful Profitability Improvement

Initiatives

Compelling opportunities to increase UPS Freight’s efficiency and productivity

by applying our proven business model to drive long-term value creation

1

2

3

4

5

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TForce Freight is Well-Positioned to Create Substantial Value for Shareholders

$7,235

$4,870 $4,815$4,110 $4,010

$3,385 $3,260

$2,145 $1,970 $1,785

$625

Attractive Pro Forma Combined Business Profile

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Acquisition Accelerates TFI Into a Well-Diversified, Leading LTL Player with a Key Strategic and

Complementary Focus in the U.S.

Source: Company Filings and Materials, Transport Topics

Notes:1. UPS Freight Revenue based on pro forma adjusted revenue; does not include eliminations2. Pro-Forma Revenue based on TFI’s Q3’2020 LTM Revenue, and based on UPSF reported 2019 Revenue; TFI Standalone is inclusive of the DLS acquisition.

• Important strategic and complementary

acquisition that greatly expands the Company’s

presence in the North American landscape

‒ Adding scale in the important U.S. LTL market, immediately becoming a carrier of critical mass

‒ Improves market penetration

‒ Complements existing service offerings and broad end-market exposure

• The U.S. LTL market is very attractive

‒ The U.S. LTL sector is a ~$43 billion market opportunity

‒ U.S. represents ~330m in population and GDP of more than $20 trillion

Key Takeaways North American LTL Competitive Landscape (US$MM)(1)

Pro-Forma Revenue Mix by Segment(2) Pro-Forma Revenue Mix by Geography (2)

TL25%

Logistics19%

LTL44%

P&C12%

Canada26%

U.S.74%

//

2019A Revenue (US$MM)

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TFI’s Track Record of M&A Execution and Integration

Notes:1. Represents the total earned on an investment in our Common Shares made on 15-Jan-2001 up to 15-Jan-2021 per Capital IQ; Past performance is not indicative of future performance2. Peer median based on entire peer set that has stock price history over the last 20 years. Peers include TL: Knight/Swift, Werner, Heartland, LTL: Old Dominion, ArcBest, YRC Worldwide, Logistics: C.H. Robinson, Forward Air, Landstar, P&C: UPS and FedEx

Source: Capital IQ

Indexed Total Return

20-year Total Cumulative Return on Investment (1), TFI International

TSX vs. S&P 500 vs. Peer Average (2)

0

4,000

8,000

12,000

Jan-01 Jan-06 Jan-11 Jan-16 Jan-21

+9,604%

TSX: +246%

S&P 500: +324%

TFI S&P 500 TSX

Acquired 90 Companies Across our Highly Fragmented Markets since 2008 through to 2020

Proven track record of successful M&A with over 90

deals completed in the last 12 years

Ability to transform businesses and generate

substantial value for our shareholders is clear

This unique operating model has allowed TFI to

outperform peers over both the short-term and long-

term

TFI believes that this transaction offers a unique

opportunity to drive operational enhancements and

significant value for shareholders

Peer Median: +590%

Peer Median

June 2011

March 2005

Truckload

October 2016

September 2020

July 2014

Sale of Waste Management

Business (February 2016)

99% 98%

93%

89%87%

85%

74%

UPSFH2 '20

$0

$5

$10

$15

$20

$25

Q4-18 Q1-19 Q2-19 Q3-19 Q4-19 Q1-20 Q2-20 Q3-20

Reve

nu

e p

er

Hu

nd

red

we

igh

t e

x-F

SC

, $

US

D

U.S. LTL

Canadian LTL

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Continued Operational Excellence

Significant Opportunities to Improve UPSF’s Roughly Breakeven Operating Margin by Continuing UPSF’s

Ongoing Profitability Improvement Initiatives and Leveraging TFI’s Operating Expertise

Despite Operating in the Canadian LTL Market, which is a Tougher

Environment than the United States . . .. . . TFI Has a Proven Track Record of Solid Operating Performance

Key Objective of Go Forward Plan – Improve UPSF Operating Margins

3-Pillar

strategy to

achieve

margin

expansion

Yield Improvement

Improving Efficiency

Op

era

tin

g R

ati

o

Notes:1. Uses TFI and UPSF company data as proxies for Canadian and U.S. LTL industries, respectively2. Q2 2020 and Q3 2020 OR adjusted for the impact of Canadian wage subsidy of $16.9MM and $8MM, respectively; unadjusted OR ratios of 78.9% and 80.3%, respectively

Ad

jus

ted

LT

L O

pe

rati

ng

Rati

o (2

)

(1)

2x+ difference in rev.

per hundredweight

Source: Company Filings and Materials

(1)

90%91%

86%87% 88%

90% 90%

85%

Q4-18 Q1-19 Q2-19 Q3-19 Q4-19 Q1-20 Q2-20 Q3-20

3Q’20 OR

LTL

Streamline Cost Structure

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Prudently Managing Operating and Integration Risk

UPS will retain all pre-existing assets / liabilities relating to all pension, retirement, and other benefits

plans; UPSF does not participate in any multiemployer pension plans1

UPS to retain, manage and pay for all pre close Auto and Workers Comp claims2

TForce Freight will comply with all collective bargaining agreements3

Existing freight relationship with parent company to continue for a 5 year base term 4

TForce Freight will act as an authorized reseller of UPS’ GFP program for a minimum period

of five years5

UPS will provide various support services under a Transition Services Agreement for up to

three years of certain services6

Q&A

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Appendix

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Adjusted Operating Ratio Reconciliation(1)(2)

(C$ in thousands) 2018-Q4 2019-Q1 2019-Q2 2019-Q3 2019-Q4 2020-Q1 2020-Q2 2020-Q3

TFI Canadian Less-Than-

Truckload

Total revenue 272,212 240,897 254,989 237,644 231,421 208,363 176,692 198,201

Total operating expenses 248,751 213,255 224,721 211,853 205,923 190,682 143,273 163,208

Operating income 23,461 27,642 30,268 25,791 25,498 17,681 33,419 34,993

Operating expenses 248,751 213,255 224,721 211,853 205,923 190,682 143,273 163,208

Gain (loss) on sale of land and

buildings and assets held for sale254 9,401 (2) - 1,947 (0) (45) (21)

Adjusted operating expenses 249,005 222,656 224,719 211,853 207,870 190,682 143,228 163,187

Fuel surcharge revenue (40,218) (32,911) (35,914) (32,210) (31,703) (28,169) (18,286) (20,817)

Adjusted operating expenses, net

of fuel surcharge revenue208,787 189,745 188,805 179,643 176,167 162,513 124,942 142,370

Revenue before fuel surcharge 231,994 207,986 219,075 205,434 199,718 180,194 158,406 177,384

Adjusted operating ratio 90.0% 91.2% 86.2% 87.4% 88.2% 90.2% 78.9% 80.3%

Adjusted operating ratio before

Canadian wage subsidy (3) 90.0% 91.2% 86.2% 87.4% 88.2% 90.2% 89.5% 84.8%

APPENDIX

Notes:1. This is a non-IFRS measure2. As of 2019, results include the impacts from the adoption of the new IFRS 16 Leases as discussed in note 3 of the audited consol idated financial statements. As is permitted with this new standard, comparative information has not been restated and,

therefore, may not be comparable3. Q2 2020 and Q3 2020 include the impact of Canadian wage subsidy of $16.9MM and $8MM, respectively